Saturday, July 30, 2011

check list for conversion of Private company into public

CHECK-LIST FOR CONVERSION OF PRIVATE COMPANY INTO PUBLIC LIMITED COMPANY

• Pass resolution in board meeting approving conversion

• Convene general meeting of members for alteration of name clause of Memorandum of Association and Articles of Association and pass special resolution thereat.

• Make application to the Registrar of Companies (ROC) for approving conversion to public company. The application must be accompanied with the following documents :-

i. Form No.23 (with requisite filing fees) for special resolution passed for conversion of Pvt Company into Public Company u/s 44 of the Companies Act, 1956 and for altering the Articles of Association u/s 31 of the Companies Act, 1956 for deleting the restrictive provisions applicable to a Private Company along with copy each of (a) the notice calling meeting, (b) text of special resolution and (c) explanatory statement duly certified by a Director or Company Secretary of the Company.

ii. ii. Statement in lieu of Prospectus (with requisite filling fees) drawn up in the prescribed form containing the matters / reports specified set out in Parts I & II of Schedule II to the Companies Act, 1956. The Prospectus / Statement in lieu of prospectus must be dated and signed by all Directors. Consent of Auditors for inclusion of their name in the prospectus must be given separately and such statement in lieu of prospectus must be filed within 30 days from the date of passing of the special resolution.
iii. Particulars of members, which must not be below 7, duly certified by a Director or Company Secretary of the Company.
iv. Particulars of Directors, which must not be less than 3 duly certified by a Director or Company Secretary of the Company.

iii. Any alterations relating to the provisions applicable to a Public Company must also be effected in the amended Articles of Association of the Company.
vii. A copy of fee receipt evidencing the filing of latest documents.

iv. Obtain revised Certificate of Incorporation of the Company. It should however be noted that Certificate of Commencement of Business need not be obtained from ROC for companies converting from private to public company. Although the company becomes a public limited company immediately on passing of Special Resolution, the change in its name becomes complete and effective only on the issue of the fresh Certificate of Incorporation

Hope the above steps will be of use.
Regards



SCHEDULE IV
(Section 44 (2) (b))
Form of Statement in lieu of Prospectus to be delivered to Registrar of Companies by a private Company on becoming a public company and reports to be set out therein

PART I
Form of Statement and particulars to be contained therein
The COMPANIES ACT 1956

Statement in lieu of prospectus delivered for registration by _______ Limited, pursuant to clause (b) of sub-section (2) of Section 44 of the Companies Act, 1956.

Delivered for registration by: ________ Limited

The Nominal Share Capital of the Company :

Divided into

Rs. 25,00,000/-

250,000 Equity Shares of Rs.10/- each
Amount (if any) of above capital which consists of redeemable preference shares NIL
The earliest date on which the Company has power to redeem these shares N.A.
Name, addresses, descriptions and occupations of proposed Directors As per Annexure ‘A’
Amount of shares issued Rs. 25,00,000/-
Amount of commission paid or payable in connection therewith N.A.
Amount of discount if any allowed on the issue of any shares, or so much thereof as has not been written off at the date of the statement N.A.
Unless more than two years have elapsed since the date on which the Company was entitled to commence business:-
Amount of Preliminary expenses:

By whom these expenses have been paid or are payable
N.A. since the Company was incorporated in 1995.


N.A.
Amount paid or intended to be paid to any promoter

Consideration for the payment
Any other benefit given or intended to be given to any promoter
Consideration for the benefit
NIL

N.A.
N.A.
If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by , and the rights in respect of capital and dividends attached to, the several classes of shares respectively. Only one class of shares – Equity Share
Number and amount of shares and debentures issued within the two years preceding the date of that statement as fully paid or partly paid-up otherwise than for cash or agreed to be issued at the date of this statement

Consideration for the issue of those shares or debentures
NIL


Number, description and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from, a person to whom they have been allotted with a view to offering them or sale.

Period during which option is exercisable

Price to be paid for shares or debentures subscribed for or acquired under the option.

Consideration for the option or right to option
Persons to whom the option or the right to option was given or, if given to existing shareholders or debentureholders as such, the relevant shares or debentures.
NIL





N.A.

N.A.


N.A.
N.A.
Names, addresses and descriptions and occupations of vendors of property (1) purchased or acquired by the Company within the two years preceding the date of this statement or (2) agreed or proposed to be purchased or acquired by the Company, except where the contract for its purchase or acquisition was entered into in the ordinary course of business and there is no connection between the transaction and the Company ceasing to be a private company or where the amount of the purchase money is not material.

Amount (in cash, shares or debentures ) paid or payable to each separate vendor

Amount paid or payable in cash, shares or debentures for each such property, specifying the amount paid or payable for goodwill. Not applicable as the Company has not acquired any property or does not intend to purchase or acquire any property.







N.A.
Short particulars of every transaction relating to each such property which was completed within the two preceding years and in which any vendor to the company to any person who is or was at the time thereof a promoter, director or proposed director of the company had any interest, direct or indirect. NA
Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agree to procure subscriptions for any shares or debentures in the company or rate of commission

The number of shares, if any, which persons have agreed to subscribe for a commission
NIL


If it is agreed to acquire any business, the amount as certified by the persons by whom the accounts of the business have been audited, of the net profits of the business in respect of each of five years immediately preceding the date of this statement. Provided that in the case of a business which has been carried on for less than five years and the accounts have been made only for less than five years, and in respect of company for which accounts have been made only for four years, three years, two years or one year, the above requirement shall have effect as if references to four years, three years, two years or one year, as the case may be, were substituted for references to five years, and in any such case, the statement shall say how long the business to be acquired has been carried on.
Where the financial year with respect to which the accounts of the business have been made up is greater or less than a year, references to 5 years, 4 years, 3 years, 2 years or 1 year as the case may be, were substituted for references to 3 years, 2 years, 1 year respectively. Not Applicable as the Company does not propose to acquire any business at present.
Dates ,parties to and general nature of:
a. Contract appointing or fixing the remuneration of directors, managing directors or manager and
b. Every other material contract (other than (I) contracts entered into in the ordinary course of the business intended to be carried on by the company or (ii) entered into more than 2 years before the delivery of this statement.

Time and place at which (1) the contracts or copies thereof: or (2) (i) in the case of a contract wholly or partly in a language other than English, of translation thereof in English of the parts in the other language as the case may be, being a translation certified in the prescribed manner to be correct translation may be inspected.
The Company has not entered into any contracts other than those entered into the ordinary course of business within two years immediately preceding two years before the delivery of this statement.
Names and addresses of the auditors of the Company. (Auditors for current year)



Full particulars of the nature of interest of every director, managing director or manager in any property purchased or acquired by the Company within two year preceding the date of this statement or proposed to be purchased or acquired by the company or, where the interest of such director consists in being a partner in a firm, the nature and interest of the firm with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise any person either to induce him to become or qualify him as a director or otherwise or services rendered or to be rendered to the company by him or by the firm. NIL
Rates of dividends (if any) paid by the company in respect of each class of shares in the company in each of the preceding five years immediately preceding the date of this statement or since the incorporation of the company, whichever period is shorter

Particulars of the cases in which no dividend have been paid in respect of any classes of shares in any of these years
NIL








Part II of Schedule is not applicable.

Signatures of the persons abovenamed as Directors:




_________________________ ______________________





___________________________ ______________________




___________________________

“Annexure A” - LIST OF PRESENT DIRECTORS




Director











CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE SHAREHOLDERS OF THE COMPANY AT THE EXTRA-ORDINARY GENERAL MEETING HELD ON SEPTEMBER 6, 2003.

"RESOLVED that subject to the provisions of Sections 31 & 44 of the Companies Act, 1956 and other applicable provisions, if any, the Company be and is hereby converted into a public company.

RESOLVED FURTHER THAT the new set of articles of association as placed before the meeting, signed by the chairman for the purpose of identification, be and are hereby approved and adopted as the Articles of Association of the Company in substitution of existing articles.

RESOLVED FURTHER THAT consequent to the above, the word “Private” be and is hereby deleted from the name of the Company wherever occurring in the Memorandum and Articles of Association of the Company and the name of the Company be changed from _____ Private Limited to ___ Limited.

RESOLVED FURTHER THAT the Directors be and are hereby authorised to take all such steps as may be necessary to give effect to this resolution.”

For
Director

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